BROOMFIELD, Colo.—August 15, 2006 — Sirenza Microdevices, Inc. (Nasdaq:SMDI), a leading designer and supplier of high-performance radio frequency (RF) components for communications equipment manufacturers, today announced that it has signed a definitive agreement to acquire Micro Linear Corporation (Nasdaq: MLIN), headquartered in San Jose, California.
Under the terms of the agreement, 0.365 of a Sirenza share will be issued for each Micro Linear share, subject to potential adjustment as described in more detail below. Based on Micro Linear's fully diluted shares outstanding and Sirenza’s closing price on August 14, 2006, the transaction is currently valued at approximately $45.6 million.
Micro Linear is a fabless semiconductor company specializing in wireless integrated circuit (IC) solutions used in a variety of wireless applications serving global end markets. The acquisition has been approved by the boards of directors of each company and is expected to close in the fourth quarter of 2006, subject to the approval of Micro Linear shareholders and other customary closing conditions.
Micro Linear will join Sirenza’s SMDI business segment, augmenting its existing product portfolio and expanding its expertise in integrated RF IC products for consumer applications. In connection with the proposed transaction, it is expected that Timothy Richardson, president and CEO of Micro Linear, will join Sirenza as chief strategy officer and will report to Robert Van Buskirk, president and CEO. Additionally, it is currently anticipated that John Zucker, current chairman of the Micro Linear Board of Directors, will join the Sirenza Board as an independent director at the close of the transaction.
“We believe the acquisition of Micro Linear is another significant step toward achieving our strategic goals of diversifying our end markets, expanding our product breadth and strengthening our world-class RF core competencies,” stated Robert Van Buskirk, president and CEO of Sirenza Microdevices. “Micro Linear’s highly integrated IC capability strengthens our expertise in IC product solutions and brings us world class, proven RF CMOS and bi-CMOS design expertise. Additionally, Micro Linear’s strong position in silicon-based transceiver IC products enables our penetration into the high-volume digital cordless phone market, launches us into the growing PHS terminal market and strengthens our current participation in the expanding digital TV (DTV) and set-top box markets. We are excited about completing the transaction and look forward to working closely with our broadened customer base as we move into 2007 as a stronger, more diversified RF component supplier.”
“We are pleased with the terms of the proposed transaction and believe the business combination with Sirenza to be in the best interests of Micro Linear’s shareholders and customers,” said Timothy Richardson, president and CEO. “Sirenza and Micro Linear have complementary technologies and products and the combined company can leverage its extensive high-volume IC production capabilities for world-class transceiver/tuner products targeted at a wide variety of global wireless applications. This transaction offers the potential to realize substantial synergies and should result in a stronger, more competitive company that is well positioned to continue to build shareholder value.”
The exchange ratio is subject to change based on the price of Sirenza’s common stock as reported on Nasdaq prior to the consummation of the merger. If the average closing price of the Company’s common stock as reported on the Nasdaq is less than $7.77 for the ten consecutive trading days ending on the third trading day immediately preceding the date the merger is consummated, the exchange ratio shall be increased such that each share of Micro Linear common stock shall be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $2.84, provided that the applicable exchange ratio shall never be greater than 0.405. Conversely, if the average closing price of the Company’s common stock as reported by Nasdaq for the above-described period is greater than $11.66, the exchange ratio shall be decreased such that each share of Micro Linear common stock shall be converted into the number of shares of Sirenza common stock with a value (based on such average) equal to $4.26, provided that the applicable exchange ratio shall never be less than 0.325.
Sirenza Microdevices, Inc.
Sirenza Microdevices is a supplier of radio frequency (RF) components. Headquartered in Broomfield, Colorado, with operations in China, Germany and the U.S., Sirenza Microdevices and its subsidiary Premier Devices design and develop RF components for the commercial communications, consumer, and aerospace and defense (A&D) equipment markets. Sirenza's integrated circuit (IC), multi-chip module (MCM) and passive product lines include amplifiers, power amplifiers, cable TV amplifiers, circulators, isolators, mixers, splitters, transformers, couplers, modulators, demodulators, transceivers, tuners, discrete devices, signal source components, government and military specified components, and antennae and receivers for satellite radio. Certifications include ISO 9001:2000 Quality Management System and ISO 14001:2004 Environmental Management System (registered by QMI). Detailed product information may be found on Sirenza's website at www.sirenza.com and at www.premierdevices.com.
Micro Linear Corporation
Micro Linear Corporation is a fabless semiconductor company specializing in wireless integrated circuit solutions, which enable a variety of wireless products serving a global market. These transceivers can be used in many streaming wireless applications such as cordless phones, PHS handsets, wireless speakers and headphones, security cameras, game controllers, cordless headsets and other personal electronic appliances. Headquartered in San Jose, California, Micro Linear’s products are available through its authorized representatives and distributors worldwide. For more information, please visit www.microlinear.com